-1- The downstream photon veto counter(DPV) is designed to detect photons from kaon decays and other radiative proceses in the beam direction through the target of the E949 Detector. This counter is able to detect minimum ionization particles (MIP) and photon and hadron showers. The DPV consists of 26 layers of 10mm thick scintillator alter- nating with 25 layers of 1.5mm thick lead inside of a hard alumi- nium cover. Each layer of scintillator consists of three scintil- lation sheets of size 233mm x 700mm x 10mm with 45 degree overlap- ping joints. Each scintillation sheet is wrapped with 0.02mm thick Al mylar film except the two faces opposite the PMT windows. The efficient area of the counter is 700mm x 700mm, the thickness in the beam direction is 310mm or 7.3 radiation lengths. The weight of the counter is 450kg including 200kg lead and 127kg scintillator. The design of the DPV is shown on the fig.1. There are two types of plastic scintillator in the DPV assembly: "extruded" (e) and "machined" (m). The layout of the scintillator-lead layers along the beam direction is shown on the fig.2. Extruded and machined scintillators have different attennuation lengths: 450mm for machined and 1050mm for extruded (Fig. 3) which was taken into account in the construction of the counter. Scintillation light is collected from scintillator ends by means of four reflectors and four photomultipliers (PMT-8854). The light reflection surfaces of the reflectors are made of aluminized mylar. The scheme of the reflector - PMT-8854 joint is shown on the fig.4. The main features of PMT-8854 are the following: photocathode dia- meter is 114mm; 14 stages of electron multiplication; UV response to 220nm; quantum efficiency 22.5% at 385nm; electron transit time 66ns at 3000v. Each PMT is protected from -2- the fringe magnetic field by a special steel cover. The schematic diagram of the PMT-8854 base is shown in the fig.5. The DPV is instrumented with one blue LED NSPB300A from NICHIA corporation. The LED is installed in the center of last (downstream) scintillation layer and provides light to all PMTs simultaneously. The LED is driven by pulses of positive polarity with amplitude in the range (1.5 - 3.5)V and width of 20ns. The LED allows tracking PMTs' gain instabilities and rapid calibration. For HV adjustment and for control of the LED calibration each PMT has a YAlO3:Ce-Am241 light pulser mounted on the PMT window by means of sili- con grease. The typical response of the PMT-8854 to the YAlO3:Ce-Am241 light pulser is shown in fig.6. A "cookie" was used to attennuate the light yield of each YAlO3:Ce-Am241 to the dynamic range of the ADC. The spectra of YAlO3:Ce-Am241 in real DPV geometry for all PMTs are shown in fig.7a-e. The mean amplitudes (with "cookie") of each YAlO3:Ce-Am241 response are 149,97,115,106pC respectively. The FWHM - 8% and it corres- ponds to Np.e.- 800 for each pulser. There is a small muon background at low yield in the YAlO3:Ce-Am241 spectrum. The frequency of the YAlO3:Ce- Am241 light pulser is about 40Hz; sizes: 5mm diameter and 1mm height. The DPV was tested with cosmic muons. Two trigger scintillation counters of size 10cm x 11cm were used to produce a muon trigger. Fig.8 shows total response of all 4 PMTs as a function of the muon location (along scintillator sheet axis) crossing all layers of the counter. It is a calculated total PMT response for DPV from measure- ment of one end of each scintillator type to determine their attennua- tion lengths (see fig.3). On this figure are also indicated experi- mental results for minimal and maximal light output from real scintil- lator geometry. These results coincide with the calculated light out- put from scintillator. The light yield in the middle plane of the DPV -3- (center of scintillation sheets) is uniform. So the minimal and maxi- mal light output from DPV scintillator consists of 9.1p.e./Mev and 12.1p.e./Mev respectively. The uniformity of the light yield along the scintillator sheet length is 74.8%. To illustrate the DPV efficiency figs.9a-e show amplitude spectra for PMT#1,2,3,4 and their analog sum for muons crossing the center of the DPV. Each PMT was calibrated using the correlations between LED mean amplitudes and light outputs determined from width. To determine the number of photoelectrons (Np.e.) a Gaussian fit was made to the LED spectra with large statistics - 10000 for each point. A typical LED amplitude distribution is shown on the fig.10. Correlations of the mean LED amplitude and light yield are shown on the fig.11. The DPV has high enough average light output - 10p.e./Mev and is able to improve efficiency of the E949 Detector Veto system by incre- asing the number of radiation length in the downsstream direction from 7 to 14.